$7,500,000 5 1/2% convertible subordinated debentures due August 1, 1980

The Dayton Rubber Company was incorporated in Ohio in May 1905 as the Dayton Rubber Manufacturing Company. The name was changed to Dayton Rubber Company in 1947 and in 1960 it changed again to become Dayco Corporation, which was a trade name for the company. Dayton manufactured and sold rubber goods, the variety of which expanded as the company acquired and created new subsidiaries over the years. In late 1935 Dayton Rubber purchased the name, goodwill, and molds of the McLaren Rubber Company, a manufacturer of tires in North Carolina. In 1942 Dayton and several other corporations formed Copolymer Rubber & Chemical Corporation, which took over the operation of a newly built government rubber plant in Baton Rouge, Louisiana. In 1943 Dayton acquired a controlling interest in Jem Rubber Company, a small mechanical rubber goods plant in Toronto, Canada. In 1945 Dayton organized the Dayton Rubber Export Company of Ohio to handle export trade and other foreign operations. Sales grew steadily as Dayton added new subsidiaries and product lines, to $7.4 million in 1938, $11.7 million in 1941, and $25.8 million in 1945. In 1950 Dayton organized Ranger Realty Company. It expanded into the production of foam rubber products as well as adhesives, plastics, chemical, and polyurethane products by acquiring American Latex Products Corporation in August 1952 in exchange for 27,026 shares. Dayton added Market Tire Company of Michigan in December 1956. It also organized the Metalastik Corporation of America as a wholly owned subsidiary. Metalastik manufactured various products that involved rubber bonded to metal. In 1957 Dayton bought Cadillac Plastic & Chemical Company. It acquired Hardman Tool & Engineering Company of Los Angeles and Aircraft Standards, Inc., of Santa Monica, California, in 1959. It also organized Springday Company. In 1960 it bought Metal Hose & Tubing of Dover, New Jersey, and created Davue Storage Company. Dayton's operations had evolved into four different divisions manufacturing rubber goods by 1969: mechanical rubber goods, tires for autos and trucks, foam rubber products, and chemical and plastics products. In 1960 Dayco lost $5.9 million on sales of $99.3 million, down from 1959 when the company earned $5.0 million with sales of $101.8 million.